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HomeMy WebLinkAbout1998-21 Authorizing the Conveyance of Fee Title to the Following Land Owned by the Town of Vail~ . , , ORDINANCE N0.21 SERIES OF 1998 AN ORDINANCE AUTHORIZING THE CONVEYANCE OF FEE TITLE TO THE FOLLOWING LAND OWNED BY THE TOWN OF VAIL: A parcel of land situated in Government Lot 3; Section 7, Township 5 South, Range 80 West of the Sixth Principal Meridian, County of Eagle, State of Colorado, being more particularly described as follows: Beginning at the B.L.M. brass cap at Corner 2 of said Lot 3; Thence along the North line of said Lot 3, North 89°41'00" East, a distance of 206.61 feet; Thence South 59 ° 12'40" East, a distance of 26.74 feet; Thence North 88°58'20" West, a distance of 229.76 feet to the West line of said Lot 3; Thence North 00°00'00" East, a distance of 8.42 feet to the Point of Beginning. Containing 2394 sq. ft., more or less. (See Exhibit A attached) TO PAUL E. RAETHER AND WENDY S. RAETHER. WHEREAS, the Town of Vail is the owner of certain property particularly described in Exhibit A, Contract to Buy and Sell Real Estate, attached hereto; and WHEREAS, the land being conveyed herein was acquired by the Town of Vail from the United States Forest Service in the Land Ownership Adjustment Agreement; and WHEREAS, the Land Ownership Adjustment Agreement and the conveyance of this land is consistent with the Vail Comprehensive Open Space Plan adopted in 1994; and WHEREAS, it is contemplated that this conveyance will be one in a series of conveyances that will assist in removing private encroachments from publicly owned land, providing a boundary between the Town of Vail and the United States Forest Service property, and return to the Town of Vail the purchase price for Trappers Run, which land in West Vail is being preserved as open space and has been transferred to the United States Forest Service. NOW, THEREFORE, BE IT ORDAINED, BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO that: The Town Council hereby approves the sale of property which is fully set forth in the Contract to Buy and Sell Real Estates attached hereto as Exhibit A. 2. The Town of Vail property to be conveyed is described as follows: A parcel of land situated in Government Lot 3, Section 7, Township 5 South, Range 80 West of the Sixth Principal Meridian, County of Eagle, State of Colorado, being more particularly described as follows: Beginning at the B.L.M. brass cap at Corner 2 of said Lot 3; Thence along the North line of said Lot 3, North 89°41'00" East, a distance of 206.61 feet; Thence South 59 ° 12'40" East, a distance of 26.74 feet; Thence North 88°58'20" West, a distance of 229.76 feet to the West line of said Lot 3; Thence North 00°00'00" East, a distance of 8.42 feet to the Point of Beginning. Containing 2394 sq. ft., more or less. (See Exhibit A attached) 3. The Town Manager is hereby authorized and directed to execute such instruments of conveyance as are appropriate to convey fee title from the Town of Vail to Paul E. Raether and Wendy S. Raether. 4. If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this ordinance; and the Town Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. The Town Council hereby finds, determines, and declares that this ordinance is necessary and proper for the health, safety, and welfare of the Town of Vail and the inhabitants thereof. 6. The repeal or the repeal and reenactment of any provision of the Municipal Code of the Town of Vail as provided in this ordinance shall not affect any right which has accrued, any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution commenced, nor any other action or proceedings as commenced under or by virtue of the provision repealed or repealed and reenacted. The repeal of any provision hereby shall not revive any provision or any ordinance previously repealed or superseded unless expressly stated herein. 7. All bylaws, orders, resolutions, and ordinances, or parts thereof, inconsistent herewith are repealed to the extend only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution, or ordinance, or part thereof, theretofore repealed. INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 1st day of December, 1998, and a public hearing shall be held on this Ordi~~ance on the 15th day of December, 1998, at 7:30 p.m. in the Council Chambers of the Vail Municipal Building, Vail, Colorado. ~~n,~„~1~„nn,, Robert E. ~d,1V~ayor At tt: T: r) ~ f' f ~~ r ~-.Q ~1,L ,_ l~xelei onaldson, Town Clerk V ''9., '- r~,E~L READ AND APPROVED ON SECOND READING AND ORDERE UBLISHED this 15th day of December, 1998. Robert E. Ford, Mayor ATTEST: .~0~~~ ~F vq~~%, ~~~~ ~c ^, 1 -, ~ ~ ~,~ (~' ~Et~L L elei. onaldson, Town Clerk C \orinance98.21 ~. N TO BUY AND SELL REAL ESTATE CO TRACT This Contract to Buy and Sell Real Estate (this "Contract") is executed as of the dates set forth below by and between the Town of Vail ("Seller"), whose address is 75 South Frontage Road, Vail, Colorado 81657, Facsimile Number (970) 479-2157, and Paul E. Raether and Wendy S. Raether, as joint tenants (collectively, "Buyer"), whose address is 9 West 57th Street, Suite 4200, New York, New York 10019, Facsimile N~~rrtber (212) 750-0002. The "Effective Date" of this Contract shall be the date a copy.of this Contract, executed by both,Seller and Buyer. is delivered to Buyer. 1. PARTIES AND PROPERTY. Seller agrees to sell and Buyer agrees to buy, on the terms and conditions set forth in this Contract, the following described real estate in the Town of Vail, County of Eagle, and State of Colorado, to wit: A parcel of land situated in Government Lot 3, Section 7, Township 5 South, Range 80 West of the Sixth Principal Meridian, County of Eagle, State of Colorado, being more particularly described as follows: Beginning at the B.L.M. brass cap at Corner 2 of said Lot 3; Thence along the North line of said Lot 3, North 89°41'00" East, a distance of 206.61 feet; Thence South 59°12'40" East, a distance of 26.74 feet; Thence North 88°58'20" West, a distance of 229.76 feet to the West line of said Lot 3; Thence North 00°00'00" East, a distance of 8.42 feet to the Point of Beginning. Containing 2394 sq. ft., more or less. (See Exhibit A attached) together with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other appurtenances thereto, all improvements thereon and all attached fixtures thereon, except as herein excluded (collectively the "Property"). 2. PURCHASE PRICE-AND TERMS. Tl~e purchase price shall be $94,774.00 (the '`Purchase Price"), as such amount may be adjusted by prorations as provided in this Contract, pa}able in U.S. dollars as follows. (a) $?.000.00 hereby receipted for (the "Deposit"), which amount will be held by the Title Company, as defined below, and (b) $92,774.00, as such amount ma.' be adjusted by prorations as provided in this Contract, payable by Buyer at closing in funds ~~ hich comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, savings and loan teller's check, and cashier's check ("Good Funds"). 3. NnT ASSIGNABLE. This contract shall not be assignable by Buyer without Seller's prior written consent, which consent shall not be unreasonably withheld or delayed. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs, personal representatives. successors and assigns of the parties. -1. EVIQENCE OF TITLE; SURVEY. On or before the date that is ten days after the Effective Date (the "Title Deadline"), Seller shall furnish to Buyer, at Seller's expense, (a) a current camrilitment far an owner's title insurance policy issued by a title insurance company acceptable to Buyer (the "Title Company") in an amount equal to the Purchase Price certified to a current date (the "Title Commitment"), together with copies of the instruments listed in the schedule of exceptions in the Title Commitment; (b) a current real property tax certificate issued h}- Eagle County, Colorado with respect to the Property; and (c) a current ALTA improvement survey of the Property certified to Buyer and the Title Company (the "Survey"). The standard exceptions shall be deleted from the Title Commitment. Seller will gay the premium at closing and have the title insurance policy delivered to Buyer as soon as practicable after closing. 5. TITLE AND SURVEY. (a) Title and Survey Review. Buyer shall have the right to inspect the Title Commitment and Survey. Written notice by Buyer of unmerchantability of title or of any other unsatisfactory title condition shown by the Title Commitment or Survey shall be signed by or on Exhibit A ' >R f Bu er and iven to Seller on or be~ fifteen (15) days after the later of (i) delivery of Y g the document to which objection is made or (ii) the Title Deadline, or within five (~) calendar days after receipt by Buyer of any additional exceptions or endorsement(s) adding new Exception(s) to the Title Commitment. If Seller does not receive Buyer's notice by the date(s) specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. {b} Matters Not Shown by the Pubtiz Records. Seller shall deliver to Buyer, on or before the Title Deadline, true copies of all lease(s) and survey(s) in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens or other title'riiatters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to determine if any third party(s) has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by Seller or revealed b~~ such inspection shall be signed by or on behalf of Buyer and given to Seller on or before fifteen (15) days after the later of (i) delivery of the document to which objection is made or (ii) the Title Deadline. If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge. (c) Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR II~'CREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS V~'ITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. In the event the Property is located within a special taxing district and Buyer desires to terminate this Contract as a result, if written notice is given to Seller on or before the date set forth in subsection 5(b), this Contract shall then terminate, Buyer shall receive a return of any money paid by Buyer and both parties shall be relieved of all further obligations under this Contract. except as otherwise provided herein. If Seller does not receive Buyer's notice by the date specified above, Buyer accepts the effect of the Property's inclusion in such special taxing district(s) and waives the right to so terminate. (d) Right to Cure. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition(s), Seller shall use reasonable efforts to correct such unsatisfactory title conditions prior to the Closing, as defined below. If Seller fails to correct said unsatisfactory title or survey condition(s) before the Closing, this Contract shall then terminate; provided. however, Buyer may, by written notice to Seller, on or before the Closing, waive objection to said unsatisfactory title or survey condition(s). If this Contract terminates pursuant to this section. Buyer shall receive a return of any money paid by Buyer and both parties shall be relieved of all further obligations under this Contract, except as otherwise provided herein. 6. INSPECTION. Seller agrees to provide Buyer on or before the Title Deadline, with a Seller's Property Disclosure form completed by Seller to the best of Seller's current actual knowledge Buyer or any designee, shall have the right to have inspection(s) of the condition of the Property, at Buyer's expense to determine Buyer's satisfaction with the Property. Buyer may, in its sole discretion, elect to terminate this Contract by delivering written notice of termination, signed by or on behalf of Buyer, to Seller on or before December 11, 1998, in which case this Contract shall terminate, Buyer shall receive a return of any money paid by Buyer and both parties shall be relieved of all further obligations under this Contract, except as otherwise provided herein. Buyer is responsible for and shall pay for any damage which occurs to the Property as a result of such inspection. 7. DATE OF CLOSING. The date o1 ~, sing shall be December 18, 1998. or by mutual agreement at an earlier date. The hour and place of closing shall be as designated b}• agreement of the parties hereto. 8. TRANSFER OF TITLE. Subject to tender or payment at closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient general warranty deed (the "Deed") to Buyer, conveying the Property free and clear of all taxes except the general taxes for the year of closing. Title shall be conveyed free and clear of all liens for special improvements installed as of the date of Buyer's signature hereon. whether assessed or not, and all other matters except (i} those matters reflected liy the Title Commitment and accepted by Buyer in accordance with subsection 5(a), (ii) those rights, if any, of third parties in the Property not shown by the public records and disclosed by Seller in accordance with subsection 5(b), (iii) inclusion of the Property within any special taxing district, and (iv) subject to building and zoning regulations. 9. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign and complete all customary or required documents at or before Closing. Fees for real estate closing shall not exceed $250.00 and shall be paid at closing one-half by Seller and one-half by Buyer. 10. PROBATIONS. General taxes for the year of Closing will be prorated based on the most recent assessed valuation and mill le~r<-. If the Property is assessed or taxed as a part of a lamer parcel of property, the tax for the Propem~ shall be determined by multiplying the assessment and tax for such lazger parcel be a fraction, the numerator or which shall be the land area contained in the Property and the denominator of which shall be the land area contained in said larger parcel. l 1. POSSESSION. Possession of the Propert}~ shall be delivered to Buyer on the Closing Date. 1~. eONDITION OF AND DAMAGE TO PROPERTY. Except as otherwise provided in this contract. the Property shall be delivered in the condition existing as of the date of this contract. ordinary wear and tear excepted. In the event the Property shall be damaged by fire or other casualt}~ prior to time of closing, in an amount of not more than ten percent of the total purchase price. Seller shall be obligated to repair the same before the date of closing. In the e~ ent such damage is not repaired within said time or if the damages exceed such sum, this contract ma~~ be terminated at the option of Buyer. Should Buyer elect to carry out this contract d~sptte such damage. Buyer shall be entitled to credit for all the insurance proceeds resulting from such damage to the Propem• and Inclusions, not exceeding, however, the total purchase price. 13. SELLER'S OBLIGATIONS. i a i Seller shall perform, and the obligations of Buyer under this Contract aze cont~n~~ent upon. the following: [ 1 ] Seller shall apply for a minor subdivision and obtain the necessary approvals to record a new subdivision plat for the Property and Lot 15, Block 7. Vail Village, First Filing, according to the recorded plat thereof ("Lot 15"), such that the Property is added to and becomes a part of Lot 15 (the "New Lot 15"). The New Lot 15 as shown on such plat shall not include the utility easement indicated on the recorded plat for Lot 15 along the southerly boundary of Lot 15. [2] Seller shall take all necessary action to establish that the development rights associated with the New Lot 15, including but not limited to site coverage requirements, set back requirements and the calculation known as "gross residential floor area" ("GRFA"), shall be based upon the entirety of New Lot 15. Seller agrees that New Lot 15 is entitled to GRFA as calculated purs~ Title 12, Chapter 15 of the Town of email Municipal Code, as may be amended from time to time. If the foregoing contingencies have not been fully complied with on or before December 1 ~. 1998, Buyer may, in its sole discretion, elect to terminate this Contract by delivering written notice of such termination to Seller on or before such date, in which case Buyer shall receive a return of any money paid by Buyer and both parties shall be relieved of all further obligations under this Contract. - (b} Pursuant ~to the Vail T-0wn Charter, Article V, Council Procedure, Section 4.8 - Action By Ordinance Required includes the passage of an ordinance by the Council authorizing the sale of any real property. This ordinance shall be prepazed by the Town Attorney and presented to the Vail Town Council. In the event the Vail Town Council declines to pass the ordinance authorizing the sale of property as contemplated by this Contract to Buy and Sell Real Estate, the Buyer shall receive a return of any money paid by Buyer and both parties shall be relieved of all further obligations under this Contract. (c) Pursuant to the Land Ownership Adjustment Agreement between the Seller and the United States. (the "Exchange Agreement"), the Deed will include the following covenant in regard to ski area operations: "The property is immediately adjacent to skiing facilities and recreational areas (the "Mountain Recreational Areas") on land owned by the United States of America and administered by the United States Forest Service and the subject of a Special Use Permit held and operated by Vail Resorts, Inc. The Mountain Recreational Areas are expected to generate an unpredictable amount of visible, audible and odorous impacts and disturbances from activities relating to the construction, operation, use and maintenance of the Mountain Recreational Areas (the "Mountain Activities''). The Mountain Acti~~ities may include, without limitation (x) vehicular traffic, including without limitation., (i) buses, vans and other vehicles which transport local residents and others who use the Mountain Recreational Areas over, around and through the Mountain Recreational Areas and (ii) construction vehicles and equipment; (y) activities relating to the construction, operation and maintenance of roads, trails, ski trails, skiways, and skier bridges and tunnels relating to the Mountain Recreational Areas, including, without limitation, (i) tree cutting and clearing, grading and earth moving, and other construction activities, (ii) construction, operation and maintenance of access roads, water reservoirs, snowmaking equipment, and chairlifts, gondolas, or other transportation systems, and (iii) operation of snow grooming and other over-the-snow vehicles and equipment, and safety and supervision vehicles; and (z) activities relating to the use of the Mountain Recreational Areas, including without limitation, (i) skiing, snowboazding, ski patrol acti~~ities, (ii) hiking, horseback riding, bicycling, other recreational and over-the-terrain activities, and organized events and competitions relating to such activities, (iii} lodging cabins. restaurants, clubs, rest rooms and other public use facilities, and (iv} public access to adjacent United States Forest Service Lands. The Property owner acknowledges that the Mountain Activities, and the impacts and disturbances generated by the Mountain Activities, may occur in and azound the Property and Property owner hereby consents to the Mountain Activities." {d} Pursuant to the Exchange Agreement, Seller obtained from the United States (i} certain real property located north of Rockledge Road as it currently exists in Vail, Colorado and south of Lots 2, 3A, 3B, 4, 7, 8A, 9A, 10A, 1013, 12 and 13B, Vail Village, First Filing, County of Eagle, State of Colorado (the "Other Rockledge Land"), and (ii) certain real property located south of Rockledge Road (the "Open Space Land"). Seller is in the process of negotiating contracts to sell portions of the Other Rockledge Land to the owners of Lots 2, 3A, 3B, 4, 7, 8A, 9A. l OA, 10B, 12 and 13B, Vail Village, First Filing, County of Eagle, State of Colorado. As part of such negotiations, Seller intends to convey to an owner's association comprised of the owners of the Other Rockledge Land the Open Space Land, or to otherwise restrict development on the Open Space Land, with the intent that the Open Space Land remain open space such that the building of houses on the south side of Rockledge Road will be prohibited. Seller agrees that B ~ shall be a part of such owner's asso~on or shall otherwise be permitted top icipate in wh~ver arrangement is agreed upon to ensure that the Open Space Land remains vacant land. 14. DEFAULT; REMEDIES. Time is of the essence with respect to every provision of this Contract. If any obligation hereunder is not performed as provided in this Contract, and such non-performance continues for five (5) days after written notice thereof is given to the defaulting party by the non-defaulting party, there will be the following remedies: (a) If Buyer is in default, the Deposit will be forfeited by Butter to Seller, and both parties will thereafter be released from all obligations hereunder. It is agreed that the forfeit of the Deposit constitutes liquidated damages and will be Seller's sole remedy for Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. (b) If Seller is in default, Buyer will have the right either (i) to treat this Contract as terminated, in which case the Deposit will be returned to Buyer, and Buyer may recover such damages as may be proper, or (ii) to treat this Contract as being in full force and effect and obtain specific performance or recover such damages as may be proper, or both. (c) If any litigation arises out of this Contract, the prevailing party shall be entitled to recover from the other party all reasonable costs and expenses, including, but not limited to attornevs~ fees. 15. NOTICES. All notices or deliveries required under this Contract shall be in writing and ~~-ill be ci~~en by facsimile transmittal directed to the facsimile number of the party to whom the notice is directed. as set forth herein. or shall be hand-delivered or sent by nationally recognized o~ ernight carrier to the address of the party as set forth herein. All notices so given will be considered effective as follows: (a) ifhand-delivered, when received; (b) if delivered by c~~ ernight carrier, the next business day after deposit with the overnight carrier; and (c) if delis zred b~~ facsimile transmittal, upon the day of transmittal if between the hours of 12:01 a.m. and x:00 p.m. at the place of~receipt, or if after such hours, on the next business day, or upon telephone confirmation of receipt. All notices shall be directed to the address and to the facsimile numbers set forth in the first paragraph of this Contract, or to such addresses or facsimile numbers as either party may hereinafter designate by notice given as provided in this section. 16. 'MODIFICATION OF THIS CONTRACT. No subsequent modification of any of the terms of this Contract shall be valid, binding upon the parties, or enforceable unless made in ~~Titin~ and signed by the parties. 1 ~. ENTIRE AGREEMENT. This Contract constitutes the entire contract between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or «Titten. have been merged and integrated into this Contract. 1 S. BROKERS. Each pam~ represents and warrants that it has not engaged the services of any real estate agent, broker or consultant in connection with this transaction other than Paul Heffron. Seller agrees to pay Paul Heffron his fee pursuant to a separate agreement. Buyer and Seller each agree to indemnify, defend and hold harmless from and against all liability, loss, cost, damage and expense, including, but not limited to, attorneys' fees and costs, which either will e~~er suffer or incur because of any claim by any other agent, broker or consultant, whether or not meritorious, for any fee, commission or other compensation with respect to this Contract or the sale and purchase of the Property contemplated~hereby and resulting from the acts of the indemnifi~ing party. 19. SURVIVAL. All obligations, warranties and representations of each of the parties hereunder which are not performed or fully discharged by or through the Closing will remain enforceable and in full force and effect after the Closing. ' 2 COMPUTATIONS OF TIME. h~mputing any period of time under thi~ontract, the3ate of the act, event or default from which the designated period of time begins to run 'ill not be included. The last day of the period so computed will be included unless it is a Saturday. Sunday or legal holiday, in which event the period will run until the end of the next day which is not a Saturday, Sunday or legal holiday. 21. GOVERNING LAW. This Contract will be governed by and construed in accordance with the laws of the State of Colorado. __ 22. NOTICE OF ACCEPTANCE: COUNTERPARTS: This proposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below, and' the offering party receives notice of such acceptance on or before , 19~ (Acceptance Deadline). If accepted, this document shall become a contract between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed a copy thereof; such copies taken together shall be deemed to be a full and complete contract between the parties. BUYER: Paul E. Raether Wendy S. 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